Last Updated: [19 June 2025]
Welcome, and thank you for your interest in Memories.ai Platforms, Inc. (“Memories.ai,” “we,” “our,” or “us”) and our website at http://memories.ai, along with our related websites, hosted applications, including https://heymavi.com/, mobile, or other applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Memories.ai regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING MEMORIES.AI'S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND MEMORIES.AI'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY MEMORIES.AI AND BY YOU TO BE BOUND BY THESE TERMS.
ARBITRATION NOTICE. EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 16 (DISPUTE RESOLUTION AND ARBITRATION), YOU AGREE THAT DISPUTES ARISING UNDER THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THESE TERMS, YOU AND MEMORIES.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
Memories.ai is a computing platform that uses artificial intelligence to analyze uploaded content and extract relevant context and insights.
You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If the Service is being used on behalf of a company or other entity by an individual authorized to accept this agreement on its behalf, then all references to “you” or “your” refer to the company or other entity. If you are a company or other entity, the individual accepting this agreement on your behalf represents and warrants that they have authority to bind you to this agreement. If you are accepting this agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this agreement on behalf of the entity or entered into a separate agreement regarding the use of the service (“Separate Agreement”) prior to the date upon which you accept this agreement (“Effective Date”), this Agreement will not apply to you and the entity’s rights and obligations with respect to the Service will at all times be governed by, and subject to, the Separate Agreement.
To access certain features of the Service, you may need to register for an account or login with supported third-party identity provider accounts (e.g., Google, Facebook, Apple). When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you will be asked to create a password. Memories.ai may allow users to log into the Service using credentials from supported third-party identity provider accounts (where direct or through a third party, a “Login”). By using your Login, you authorize Memories.ai to access certain information from your Login account as described in our Privacy Policy. This information may include, but is not limited to, your name and email address. You are responsible for maintaining the confidentiality of your Login credentials. You are also responsible for any activity that occurs through your account, whether or not authorized by you. Memories.ai may, at its sole discretion, disable your Login for any user at any time. You acknowledge and agree that your use of your Login may also subject to the terms of service and privacy policies of the applicable third-party integration. Memories.ai makes no representations or warranties about the security or privacy practices of any third-party identity providers. If you believe that your account is no longer secure, then you should immediately notify us at [email protected].
Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.
You may purchase use of the Services as listed on the pricing page. We will track your Service usage and deduct it from your purchased units. We will make reasonable efforts to notify you when your purchased units are almost used up. If your usage goes over your purchased units, we may limit your access to the Services until you buy more. We will make reasonable efforts to keep the pricing information on the Service current. We reserve the right to change pricing at our discretion. We encourage you to check our pricing page periodically for current pricing information. We may change the fees for any feature of the Service, including additional fees or charges, if we give you advance notice of changes before they apply. We, at our sole discretion, may make promotional offers with different features and different pricing to any of our customers. These promotional offers, unless made to you, will not apply to your offer or these Terms. Purchased usage is non-refundable, except where required by law.
You authorize Memories.ai to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Memories.ai, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, then Memories.ai may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
The Service may include subscription-based plans with automatically recurring payments for periodic charges (“Subscription Service”). The “Subscription Billing Date” is the date you purchase your initial subscription to the Service. The Subscription Service begins on the Subscription Billing Date and continues for the subscription period you select in your account (the “Initial Subscription Period”). It will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each renewal period, collectively, a “Subscription Period”) unless you cancel the Subscription Service or we terminate it. By activating a Subscription Service, you authorize Memories.ai or its third-party payment processor(s), (e.g., Openpay) (“Payment Processor”) to periodically charge, on a recurring basis until cancellation, all accrued amounts on or before the payment due date. For information on the “Subscription Fee,” please see our latest pricing information available on our pricing page. Your account will be automatically charged on the Subscription Billing Date and subsequentially on each Subscription period renewal date for all applicable fees and taxes. To avoid being charged for the next Subscription Period, you must cancel your Subscription Service at least two business days before it renews. Memories.ai or Payment Processor will bill the periodic Subscription Fee to the payment method associated with your account or otherwise provided to us. You may cancel the Subscription Service by selecting the “Cancel” button on your account on the Service contacting us at [email protected].
TO PREVENT CHARGES FOR THE NEXT SUBSCRIPTION PERIOD, YOUR CANCELLATION MUST BE RECEIVED AT LEAST TWO BUSINESS DAYS BEFORE THE RENEWAL DATE.
We may utilize Payment Processor to facilitate transactions conducted through the Service. By using the Service and making payments, you agree to be bound by the terms and conditions and privacy policies of the applicable Payment Processor. You acknowledge and understand that the Payment Processor may collect and process certain information from you, including but not limited to your payment information, billing address, and transaction history, in accordance with their privacy policy. This information is collected and processed by the Payment Processor for the purpose of facilitating payment transactions and preventing fraud. We are not responsible for any security breaches or unauthorized access to your information that may occur on the Payment Processor’s systems. If we utilize a Payment Processor to facilitate transactions, you agree to comply with the platform agreement provided by that Payment Processor. To the fullest extent permitted by applicable law, we shall not be liable for any errors, omissions, or security breaches related to the Payment Processor’s services. Any disputes related to payment processing should be addressed directly with the Payment Processor in accordance with their terms of service. Memories.ai may use OpenPay, Inc. (“Stripe”) as our Payment Processor (https://stripe.com). For specific details regarding Stripe’s Services, please refer to the following links: Stripe services agreement: https://stripe.com/legal/consumer and Stripe privacy policy: https://stripe.com/privacy. You understand that the Payment Processor may modify its services and terms and conditions at any time. We are not responsible for any changes made by the Payment Processor that may affect your use of the Service. We reserve the right to change our Payment Processor at any time.
Memories.ai may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Memories.ai reserves the right to delete your account and any information or User Content (defined below) associated with your account without any liability to you.
Subject to your complete and ongoing compliance with these Terms, Memories.ai grants you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile or other downloadable application associated with the Service (whether installed by you or pre-installed on your mobile device by the device manufacturer or a wireless telephone provider) on a mobile device that you own or control; and (b) access and use the Service.
Memories.ai may make application programming interfaces and associated tools and documentation (“APIs”), available that are designed to permit you to integrate your systems and tools with the Service. Subject to your complete and ongoing compliance with these Terms, Memories.ai grants you a non-exclusive, non-sublicensable, nontransferable, limited, revocable license to internally use the APIs to connect with the Service. You have no right to distribute or allow access to the stand-alone APIs and your rights to the APIs are subject to the API Use Terms at [LINK].
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Memories.ai an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
The Service is owned and operated by Memories.ai. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Memories.ai (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Memories.ai or its third-party licensors. Except as expressly authorized by Memories.ai, you may not make use of the Materials. There are no implied licenses in these Terms and Memories.ai reserves all rights to the Materials not granted expressly in these Terms.
Memories.ai may provide tools through the Service that enable you to export and/or import information, including User Content, to and/or from third-party services, including through features that allow you to link your account on the Service with an account on the third-party service, such as social media or video sharing platforms, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize that Memories.ai to transfer that information to the applicable third-party service. Third-party services are not under Memories.ai’s control, and, to the fullest extent permitted by law, Memories.ai is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Memories.ai’s control, and Memories.ai is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any User Content or information with such third-party services. Once sharing occurs, Memories.ai will have no control over the information that has been shared.
The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
BY USING THE SERVICE, YOU AGREE NOT TO:
Memories.ai respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about any material on the Service, you may contact our Designated Agent at the following address:
Memories.ai Platforms Inc.
Attn: Legal Department (IP Notification)
1209 Orange Street, Wilmington, New Castle, Delaware, 19801
Email: [email protected]
If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
Your Notification of Claimed Infringement may be shared by Memories.ai with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Memories.ai making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Memories.ai’s policy is to: (a) remove or disable access to material that Memories.ai believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Service; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Memories.ai will terminate the accounts of users that are determined by Memories.ai to be repeat infringers. Memories.ai reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
If you receive a notification from Memories.ai that material made available by you on or through the Service has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Memories.ai with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Memories.ai’s Designated Agent through one of the methods identified in Section 10.2 (DMCA Notification), and include substantially the following information:
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
If you submit a Counter Notification to Memories.ai in response to a Notification of Claimed Infringement, then Memories.ai will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Memories.ai will replace the removed User Content or cease disabling access to it in 10 business days, and Memories.ai will replace the removed User Content and cease disabling access to it not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Memories.ai’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Memories.ai’s system or network.
The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Memories.ai relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Memories.ai reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should remove your User Content and discontinue your use of the Service. Except as expressly permitted in this Section 11 (Modification of Terms), these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2 (Termination).
If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Memories.ai may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by selecting the “Cancel” button on your account on the Service or contacting customer service at [email protected].
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Memories.ai any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Section 5.4 (Feedback), Section 6 (Ownership; Proprietary Rights), Section 12.3 (Effect of Termination), Section 13 (Indemnity), Section 14 (Disclaimers; No Warranties by Memories.ai), Section 15 (Limitation of Liability), Section 16 (Dispute Resolution and Arbitration), and Section 17 (Miscellaneous) will survive. You are solely responsible for retaining copies of any User Content you Submit to the Service since upon termination of your account, you may lose access rights to any User Content you Submitted to the Service. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
Memories.ai reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Memories.ai will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service. You should retain copies of any User Content you Submit to the Service so that you have permanent copies in the event the Service is modified in such a way that you lose access to User Content you Submitted to the Service.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Memories.ai, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Memories.ai Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MEMORIES.AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MEMORIES.AI DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND MEMORIES.AI DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. YOU ACKNOWLEDGE AND AGREE THAT: (A) PORTIONS OF THE SERVICES PROVIDED BY MEMORIES.AI RELY ON ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING WHICH, BY NATURE, PRODUCES OUTPUTS THAT ARE BASED ON PROBABILISTIC REASONING AND THEREFORE MAY NOT ALWAYS BE ACCURATE, COMPLETE, RELEVANT, USEFUL, OR ERROR FREE. MEMORIES.AI IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE; (B) DUE TO THE NATURE OF THE SERVICES AND MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY GENERALLY, OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU OR YOUR INPUT AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES; (C) THE OUTPUT OR ANY PART THEREOF MAY (1) BE OWNED OR CONTROLLED BY A THIRD PARTY, OR (2) PROTECTED OR PROTECTABLE BY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS; (D) YOU MAY NOT HAVE ANY RIGHT OR LICENSE TO USE OR OTHERWISE EXPLOIT THE OUTPUT; (E) YOU MAY NOT BE ABLE TO SECURE OR OBTAIN, IN ANY JURISDICTION, ANY RIGHT IN THE OUTPUT OR ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO THE OUTPUT; AND (F) OUTPUT MAY HAVE APPLICABILITY OR OTHERWISE BE RELEVANT TO OTHER USERS OF THE SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, MEMORIES.AI MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MEMORIES.AI ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MEMORIES.AI ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 14 (DISCLAIMERS; NO WARRANTIES BY MEMORIES.AI) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. MEMORIES.AI DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT MEMORIES.AI IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MEMORIES.AI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MEMORIES.AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTIONS 16.5 (COMMENCING ARBITRATION) AND 16.7 (ARBITRATION RELIEF) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE MEMORIES.AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MEMORIES.AI FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Except as described in Section 16.2 (Exceptions) and 16.3 (Opt-Out), you and Memories.ai agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MEMORIES.AI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16 (Dispute Resolution and Arbitration) within 30 days after the date that you agree to these Terms by sending a letter to Memories.ai Inc., Attention: Legal Department – Arbitration Opt-Out, 1209 Orange Street, Wilmington, New Castle, Delaware, 19801 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Memories.ai receives your Opt-Out Notice, this Section 16 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 17.2 (Governing Law). The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the JAMS under the rules applicable to consumer disputes (collectively, “JAMS Rules”) as modified by these Terms. The JAMS Rules and filing forms are available online at www.jamsadr.org, by calling the JAMS at +1-800-352-5267, or by contacting Memories.ai.
Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Memories.ai’s address for Notice is: Memories.ai Inc., 1209 Orange Street, Wilmington, New Castle, Delaware, 19801. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Memories.ai may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Memories.ai will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Memories.ai has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the JAMS Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS Rules and the other party may seek reimbursement for any fees paid to JAMS.
Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the JAMS Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Memories.ai must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
Except as provided in Section 16.8 (No Class Actions), the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Memories.ai before an arbitrator was selected, Memories.ai will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
YOU AND MEMORIES.AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND MEMORIES.AI AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
If Memories.ai makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Memories.ai’s address for Notice of Arbitration, in which case your account with Memories.ai will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 16.8 (No Class Actions) or the entirety of this Section 16 (Dispute Resolution and Arbitration) is found to be unenforceable, or if Memories.ai receives an Opt-Out Notice from you, then the entirety of this Section 16 (Dispute Resolution and Arbitration) will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 17.2 (Governing Law) will govern any action arising out of or related to these Terms.
These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Memories.ai regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms, including with respect to your User Content, at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Memories.ai submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
Please read the Memories.ai Privacy Policy https://app.heymavi.com/legal/privacy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Memories.ai Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
The Service is offered by Memories.ai, Inc., located at Wilmington, Delaware 19801. You may contact us by sending correspondence to that address or by emailing us at [email protected].
If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
This Section 18 (Notice Regarding Apple) only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Memories.ai only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, you may notify Apple, and Apple will refund any applicable purchase price for the mobile application to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (3) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or your possession and use of the Service infringe a third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
